The Way It Should Have Been
by Music is my Muse
Summary: This is a short story fic I did based on the Spider Man 2 movie. Doc Ock doesn't die, and he replaces Rosie to mend his broken heart. Oneshot. Please READ and REVIEW and let me know if this sucks or not. OttoOctaviusOC


Chapter 1

Sarah rushed into Doctor Octavius' home. She was late. She had promised him to come to his demonstration but her parents had kept her. They had refused to let her go out dressed like a librarian. Strange, isn't it? She thought so.

She could hear Otto's faint voice through the door at the top of the stairs.

"…witness the birth of a new fusion-based energy source." Otto said. Sarah smiled. This had been Otto's dream. "Safe, renewable energy and cheap electricity for everyone."

Sarah took a deep breath and opened the door. Many eyes were upon her immediately. She closed the door softly and snuck in. Harry Osborn was there with his photographer friend. She stood behind them. She caught Otto's eye and smiled.

"And now let me introduce my assistants." Otto said. He grabbed the sheet covering a strange machine and pulled it off. "These four actuators were developed and programmed for the sole purpose of creating successful fusion."

Sarah watched, awed that Otto was actually going to use those tentacles on himself. Sound seemed to fade from her ears as she watched the tentacles attach themselves to Otto. How could he just use them on himself? Was he intending on taking them out?

"These smart arms are controlled by my brain through a neural link. Nanowires feed directly into my cerebellum allowing me to use these arms to control fusion reaction in an environment no human hand could enter." Otto said.

"Doctor, if the artificial intelligence in the arms is advanced as you suggest couldn't that make you vulnerable to them?" one woman asked.

"How right you are," Otto said. This worried Sarah. He glanced at her and sent her a reassuring look. "Which is why I developed this inhibitor chip to protect my higher brain function. It means I maintain control of these arms instead of them controlling me. And now onto the main event."

Two assistants of Otto's pulled aside rolling technology and revealed the fusion machine.

"Give me the blue light Rosie."

The crowd came in closer and watched the man conduct his science.

"Precious tritium is the fuel that makes this project go," Otto said. "There's only 25 pounds of it on the whole planet. I'd like to thank Harry Osborn and OsCorp Industries for providing it."

"Happy to pay the bills, Otto." Harry said from in front of Sarah.

Lights crossed through the small sphere of tritium and it evolved into a gigantic ball of energy. Sarah felt her necklace, the one that Otto had given her, being pulled towards the tritium. In fact all the metallic things in the room were being pulled towards the tritium. Something was wrong. Sarah knew it. This wasn't supposed to happen.

"Stay calm!" Otto shouted. "It's only a spike! It'll soon stabilize!"

His watch flew off his arm. Now Sarah knew that something was wrong. Her necklace was gone, pulled into the tritium.

"Ladies and gentlemen, please clear the room!" Rosie shouted.

Sarah watched the monitoring screens. They read "Caution overload in progress. System unstable."

Oh no, poor Otto. Sarah knew she had to do something, but what? The very walls were being pulled into the tritium.

"We have a containment breach!" one of the assistants announced.

"Otto please get back!" Rosie shouted. She screamed as the ceiling started to crumble above her.

"Shut it off, Otto! Shut it off!" Harry shouted.

"It will stabilize! It's under control!" Otto shouted. Sarah just stood there, shaking her head.

No, Otto, it won't stabilize. Sarah knew it wouldn't.

"I'm in charge here! It's my money! I'm in con—" Harry's words were cut off as Spider Man flew out of no where and grabbed Harry before a computer console could crash into him.

Sarah watched as Spider Man went to the side of the machine and tried to pull the plug. But Otto knocked him aside easily. Suddenly the glass windows shattered and sent the broken glass flying towards Rosie. Rosie was dead before she hit the ground. His tentacles saved Otto's life, but not his wife's. He turned around to see her lying on the ground and was electrocuted by the tritium.

Sarah rushed forward and wrapped her arms around Otto. Maybe she could pull him away quick enough so that he wouldn't be electrocuted to death. She felt the electricity flow through her own body and soon collapsed with her beloved doctor on the ground just as Spider Man pulled the plug.

Sarah heard voice above her.

"We'll need to stop that excess activity up in there," one voice said.

"I say we operate on the brain itself." Another voice said.

"No," she murmured.

"What did you say?" the first voice asked.

"I didn't say anything," the second voice said.

"Don't touch me!" Sarah yelled as she sat up. She grabbed both doctor's by their necks and drained them of their energy and life force before letting them drop limply on the ground.

Both doctors were dead, drained of life. Sarah pushed herself to her feet off the medical bed and staggered out of the surgery room. She walked out the front door, leaning on the wall.

Once outside of the hospital, she took a few steps forward and collapsed. The two doctor's life energy had not been enough for her.

Otto walked out of the hospital after killing the many doctors in his surgical room. He noticed a girl lying unconscious at his feet immediately. Using a tentacle to pick her up and the other three to throw aside the oncoming taxi, Otto made his way to find a secret place for himself.

He walked all over New York until he found an abandoned warehouse. Otto set up shop right then and there. He found a beautiful and still intact queen sized bed and laid the girl on it.

Yes, this would be a suitable place to call home for the meantime.

Sarah moaned and opened her eyes. There was a man looking down at her. She blinked a few times and opened her eyes. It was Otto! He had saved her!

"Doctor—"

"How are you feeling?" Otto asked.

"Fine. Better. What happened?"

"It seems that you broke out of the hospital before I did. And then you collapsed. I found you after I broke out." Otto answered.

"Where are we now?"

"An abandoned warehouse in New York." Otto answered. "I know you tried to save me."

Sarah's eyes were immediately downcast.

"You were electrocuted along with me, though."

"I'm sorry, Otto, I really am." Sarah said truthfully. "Did they take off those arms?"

"No," Otto said. One tentacle revealed itself. "I killed the doctors before they could do anything about them. Does that make me an evil person?"

"No!" Sarah answered quickly. "I mean, I killed my doctors too."

"Did you now?" Otto asked. "Impressive. If I may ask, how did you kill them?"

Sarah looked away. "I drained them of their life energy."

"That is _very_ impressive." Otto said. "But I need you to do me a favor."

"What?"

"I need you to stay here, while I go get something."

"What are you going to get?"

"Money," Otto said. "I need it to rebuild my machine."

"I want to help you." Sarah said.

"No!" Otto said loudly, a little harsher than he wanted to. "No, you're weak. I don't want you to get in the way."

"I killed two people, Otto," Sarah said. "I don't think I'm weak."

"I don't mean weak in that sense. I mean you still need to recuperate. Just stay here," Otto ordered. "I'll be back soon. And don't even think of following me."

Sarah sighed and laid her head back down on the bed. Before she could say anything, Otto was gone. She shook her head.

"Like I've ever listened obeyed those kind of orders."

She was following him. He knew she was. She never listened to those kinds of orders. Especially when her mind was set on what she wanted. Nevertheless, he would continue with the plan. He easily ripped the bank safe's door from its hinges and tossed it away, alerting everyone of his intentions.

Sarah watched as Otto easily knocked aside three guards that opposed him. Sarah's heart thumped in her chest as she watched one tentacle take his hat off for him. He was so strong now. And more handsome than he ever had been.

He stuffed money into two bags and noticed that the wall crawler was approaching. This was Sarah's chance. She watched as Otto launched money bags filled with gold at Spider Man. Suddenly, Spider Man caught a bag of gold and threw it back at Otto. He was thrown against the wall.

"Stop!" she shouted, putting herself between Spider Man and Otto.

She let her hands lay limp at her sides and felt power surge through her. Spider Man threw another web towards Otto, but it suddenly bounced off a small round force field surrounding Sarah.

Behind her, Otto was already on his feet and he threw a bag at Spider Man causing him to fall to the ground, hit by the gold. Otto approached him and used a tentacle to lift him into the air. The tentacles around Spider Man's head began tightening. But Spider Man had another plan. He took his hands, crossed them and spat web onto two different desks, pulling them towards Otto. Otto immediately dropped Spider Man and destroyed one desk, but not before the other hit him and sent him flying through the window and into a passing taxi.

"Otto!" Sarah cried. She moved to go to him, but was knocked aside by Spider Man, who was now focused on her.

She realized that karate would do her no good in this battle, so she began gathering energy. She formed some of the energy into a dark little sphere into her hands. And shot it at Spider Man as he approached her. As she turned around, Sarah saw Otto climbing up the wall of the opposite building.

Sarah suddenly realized that any power that popped into her head could be used. The life draining power had just popped into her head at the hospital. The energy spheres had popped into her head at the bank. And now the black angel wings on her back were real too. She flew into the air, creating another energy sphere in her hands and aiming it at Spider Man. He dodged it this time and it hit the ground, creating a rather large sink hole.

The next thing she knew was that her wings were covered with a sticky substance and she could not fly anymore. She felt herself falling and Otto's scared face staring down at her from his place on the building. Sarah saw him drop the woman he held and allow his tentacles to go after her. One grabbed her arm. Sarah winced as she felt the metal of the tentacle slice into her arm superficially. Another tentacle gently pulled the web from her wings and set them free. With that, the tentacles retracted and Sarah flew into the air.

Sarah watched Otto reclaim the woman that he had captured and hold her behind him. Sarah landed next to Otto and watched as Spider Man prepared to launch himself at Otto. One of Otto's tentacles sprouted a long, sharp metal knife and prepared to strike Spider Man down with it. But the woman behind whacked Otto in the head with her umbrella at the last minute, causing the tentacle to go crazy and try to hit the nearest thing: Sarah. She flew into the air as the tentacle came after her. She lifted a hand to her stinging face. Good. The blow that had just been delivered by the tentacle wasn't bleeding. Yet.

Otto knocked the woman off the ledge and escaped behind the building with Sarah flying after him.

"I thought I told you to stay behind." Otto said when they reached the warehouse.

"You did."

"But…?" Otto said.

"I don't listen orders like that." Sarah answered. "You, of all people, should know that by now, _Doctor_."

Otto rolled his eyes. He took a few steps towards Sarah and put his hand on her cheek.

"I just don't want you to get hurt." He said. "You have always been my favorite student."

He moved his hand across her face and she hissed in pain. Otto immediately withdrew his hand. He frowned as he looked closer at her face. A bright red slash was beginning to show diagonally across her face now. It looked superficial, but as Otto watched, he saw a small amount of blood leak out of one end and drip onto the floor.

"Why didn't you tell me that he'd hurt you?" Otto asked worriedly. "Are you hurt anywhere else?"

"It's none of your concern." Sarah answered briskly. She turned away from Otto.

"It _is_ my concern because it was I who dragged you to the bank!" Otto said loudly, and slightly annoyed.

"No, as I recall, you told me to stay behind and I disobeyed. It was my choice." Sarah answered roughly.

Otto marched towards her and grabbed her arm, causing her to cry out in pain. Otto frowned and turned her around, looking at her arm. A deeper, less superficial gash was on her arm. Otto looked Sarah over, finding that her bruises were from Spider Man, but the cuts on her arm and face were from something sharper, more metallic.

"Did I do this to you?" Otto asked softly. Sarah wrenched her arm away and turned away again.

"Sarah, please." Otto pleaded. He came behind Sarah and put his hands on her shoulders. Sarah closed her eyes and took a wavy deep breath. "I can fix you up."

With a sigh, Sarah turned around to face Otto. She studied his eyes for a moment before holding out her arm.

"Do what you must." She whispered.

Otto lay her on his bed and his tentacles began working on closing the gashes. She hissed when he cleaned her wounds at first, but then, when Otto began applying the healing cream, its soothing touch allowed Sarah to close her eyes and relax.

She was safe in Otto's care.

Sarah awoke to the sound of a factory. A loud factory, right next door. But there was no factory next door. It was Otto. He had finished his work which meant that Sarah had been sleeping for a few days. She sat up and watched as Otto pulled a giant piece of equipment into place. Once finished, he staggered back and watched as the equipment started up.

Sarah pulled out her cell phone and ordered some Chinese take-out for the two of them. Chinese take-out had been what they'd eaten most of the days that she'd stayed in his classroom after class helping him with extra work and research.

She walked up behind him and put her hands on her hips, staring at the large machine impressively.

"Wow."

Otto looked over at her and smiled. "Beautiful, isn't it?"

Sarah nodded and turned to face him. "I ordered some Chinese take-out for us."

"What would I do without you?" Otto asked, giving her one of his suave, charming smiles. He stared into her eyes, her very soft, intoxicating eyes. Out of the blue, he put a single hand at the back of her head and kissed her, pulling her body close to his own.

Being so caught up in the kiss, Sarah forgot who she was kissing. When realization hit her, her eyes widened and she sprung away from him, focusing her attention on her shoes.

"I, uh, need to, um, go get the take-out." She muttered before swiftly leaving the warehouse. And she left Otto staring at her retreating back.

Sarah entered the empty warehouse with caution. Why wasn't Otto there? She sighed, setting the Chinese on the table and opening a box. She ate a few bites and then deciding that she was no longer hungry, she closed the box of Chow Mein and went out onto the town.

As she walked on the town, Sarah noticed that people seemed to be frantically running from a street. She saw a taxi hurled across the stoplight and knew that something was going on. And then she saw Otto. He threw a car through a window in a small café and approached it. He was talking to Peter Parker, then. And Mary Jane, a new actress for the theatre.

Sarah frowned and hurried forward. "Otto!"

Otto turned around as he held Peter Parker by the neck with a tentacle.

"Sarah, what are you doing here?" he asked quickly.

"I came back and you were gone." She answered. "I decided to see the town."

"Well get out of here!" Otto yelled. Sarah flinched and backed away.

Otto turned back to Peter, continued threatening him and then threw him against the wall. Then he grabbed Mary Jane and walked up the wall of a building with her.

Moments later, Peter sprung out from beneath the pile of rubble. He gave Sarah a strange look than ran off. Sarah pushed her thoughts of Otto and Spider Man aside while she continued her stroll on the town.

But not ten minutes later, Spider Man came out of nowhere and told her they needed to speak. In private. So she went with Spider Man to a small secret back ally.

"How do you know Otto?" he asked.

"How do _you_ know him?" Sarah asked.

"He took Mary Jane." Spider Man said.

"I really want to kill you right now." Sarah growled. "Do you think we care about your dumb little girlfriend? We're just having fun!"

"_We?_" Spider Man echoed. He came to a realization. "You're _with _him! You're _his_ weakness!"

Before Sarah could do anything, Spider Man swung forward, pinched a nerve and she was out like a light.

Peter Parker's door opened. Otto Octavius walked in, his tentacles hidden so that it would seem as inconspicuous as possible. He looked around the small room and saw a spider web in the corner. On the spider web was an unconscious girl, wrapped in sticky web.

The tentacles came out and hastily peeled the web from the girl until there was none left on her. Otto held the girl's head in his hands.

"Sarah?" he said. He brushed aside a strand of her hair. "Don't you dare leave me like Rosie did."

No response came from Sarah. It seemed that inside the web, she hadn't gotten enough air.

Otto laid her down and hastily began CPR. After trying that for a minute or so, Otto decided to try one last time and then quit. He took a deep breath and blew into Sarah's mouth. Suddenly she coughed. Otto sprung away from her and approached her again. He cupped his hand over her cheek gently.

"Sarah?"

Sarah moaned and coughed.

"Don't worry," she whispered. "I won't leave you like Rosie did."

Sarah moaned and opened her eyes.

"Hey you!" a voice called. It was a female voice. She whistled. "Ya! I'm talking to you!"

Sarah sat up and stood to her feet. She rubbed the back of her neck and watched the girl who was chained to a metal pole.

"You got what you needed for your little science project, so let me go!" she yelled.

"I can't let you go, you'd bring the police." Otto said. He glanced at Sarah, causing the girl to notice her.

"Did you kidnap her too?" the girl asked.

"No, in fact, I rescued her from your little boyfriend's apartment. Apparently, Spider Man was stashing her there for "safe-keeping". He's too soft, you know. He gave me her location and trusted that I would give him yours." Otto said. "But he doesn't matter anymore, now that he's dead."

The girl visibly paled. "He's not dead."

"You better believe it." Otto said. "Sarah, come over here and watch Parker's girlfriend for me."

Sarah smiled and walked over to Otto, giving him a peck on the cheek for the girl to see. She turned around and faced the girl, smiling at her as the red head gave her a disgusted look.

"So," Sarah said casually. "What's your name?"

"Mary Jane." The red head said.

"And you like Peter Parker?" Sarah asked.

"I don't know." Mary Jane said.

"Funny," Otto called. "That's what he said about you."

There were several moments of silence as Sarah and Mary Jane watched Otto set up the machine. Suddenly, Sarah's senses picked up something. She turned to Otto and put a hand on his shoulder.

"I think we have a visitor, Otto." She whispered.

"I know," Otto said, paying more attention to his machine then anything else. "Watch the machine while I finish that bug off."

Sarah smiled and stood in Otto's place as he moved towards Spider Man's hiding place. Otto threw Spider Man out of the building and Sarah smiled triumphantly at him, but Spider Man came back through a window and knocked him into the water, where his tentacles were almost useless. Suddenly the tritium began to draw all metal to it again.

"Otto!" she screamed.

When Spider Man got distracted by Mary Jane, Sarah rushed to Otto.

"Otto, it's getting out of control again!" she screamed.

"Just a few more minutes!" he yelled.

He headed towards Spider Man and hit him on the back with a metal pipe. He lifted Spider Man into the air upside down and a long metal knife came out of his tentacle.

"Let's see you scurry out of this." Otto said. He stabbed forwards, but instead of hitting flesh, he hit an electric wire. He was being electrocuted again.

Sarah rushed away from the machine, towards Otto and pulled the tentacle out of the giant wire. Spider Man immediately pulled the plug on the machine but the tritium fusion just kept getting bigger and bigger and pulling more metal into it.

Sarah knew already how to destroy the monstrosity. She turned to Spider Man and Mary Jane.

"Take her and leave, Spider Man." Sarah said. "I can destroy it."

"I can't let you do that." Spider Man said.

Sarah threw an energy sphere at Mary Jane, causing Spider Man to catch her with his web and pull her out of the way.

"Oh yes, you can." Sarah answered. "Now leave!"

Spider Man looked at her a moment longer, than left with Mary Jane. Sarah turned around and focused all her energy on destroying the creation. Otto watched Sarah as she began to force the tritium back to its natural state. She made it smaller and smaller and smaller until it was almost back to its natural size. Then suddenly he heard her.

She was standing there, supporting all that power, but gasping for air and he could feel her need for energy to sustain herself. Then suddenly, she fell. Her knees crumpled beneath her and she could sustain it no longer. Otto forced himself to his feet and mastered the tentacles. He put Sarah's body on the pier and then, knowing what he had to do, he approached his machine.

With all his might, he pulled the supports down and destroyed his machine. He was sucked under the water with his dream and the tentacles, being metal, began to pull him under. At that moment, Sarah opened her eyes and her heart was stung.

She sat up and saw the warehouse gone, sinking to the bottom. Where was Otto? And then she heard it, the little voice in her head. _Use your power…bring him to the surface before it's too late._

And so she did. With all her might, she drew him nearer and nearer until finally she saw him break the surface of the water. She laid him on the pier and wiped away the water from his face. She performed CPR to the water out.

When he still did not respond, she did the only thing she could think of. She put her hands on his hands and began to transfer her life energy to him. The tentacles peeled themselves off of his skin as she worked and his wounds closed up immediately. The color returned to his face just as hers faded and she collapsed onto him.

Otto opened his eyes and sat up. His tentacles were gone, but in their place was a beautiful, bright, young girl who'd been his student for quite some time. He held her in his arms and stood to his feet. It felt strange for him to be walking on his own two feet. He carried her to a beautiful yacht and boarded it. One person was on board.

When he saw Otto, he became afraid that the tentacles would pop out of nowhere. He dropped his keys and ran off of the boat, onto the dock and as far away as possible.

Otto laid Sarah on the bed, below deck and started the boat's engine.

Sarah woke to the wonderful rocking of her mother. She opened her eyes and saw not her mother above her, but the ceiling of a boat and a terrible storm outside.

"Otto?" she called. She looked around. The storm was terrible.

Seeing stairs leading above deck, she walked up and saw the most terrible storm she'd ever seen in her life. Otto was at the helm, trying to control the boat.

"Otto!" she cried. Otto turned around and Sarah saw that he was afraid. Afraid for himself, and mostly afraid for her.

"Get back below!" he shouted. "It's not safe up here!"

But Sarah didn't listen. She walked out of the small room where the steering wheel was and looked up at the storm.

"Sarah!" Otto yelled. "It's not safe out there! Get back in here!"

She came back inside, much to Otto's great relief. She stood behind him, a hand on his shoulder.

"Do you know where you're going?" she asked.

"Not really, no." Otto answered.

"Well I do." Sarah said. "We're going to have to leave this vehicle behind to get there, though."

Otto looked at her and understood what she meant. Her black angel wings slowly sprouted from her back and she wrapped her arms around Otto. They walked outside and she flew into the air.

Higher and higher she flew until she was above the clouds. Not too far away, visible to the naked eye, they could see an area where there were no clouds. Sarah sped up and then suddenly dove through the clear area. Below, there were three islands.

They landed softly on tropical sand and looked around.

"Where are we?" Otto asked.

Sarah smiled at Otto and kissed him passionately on the lips. A feeling inside of her was building up and she now knew that it was the feeling of overwhelming love. Sarah pulled away from Otto.

"Welcome to the Bermuda Triangle." Sarah said. "The one place that no living person has ever been able to see without somehow being stranded."

"And we're not stranded?" Otto asked, slightly humorously.

"No, we're not." Sarah said. "There are others here that have been stuck here or have chosen to be here, away from society."

As she spoke, beings began to come out of the bushes. They were very tanned, and their faces were painted with white paint that looked like it had some traditional or spiritual meaning. Their long hair was white, for each one of them and they all wore clothing made from beautiful blue material. (Think Disney's Atlantis)

"Who are they?" Otto asked, as more civilians emerged. "I never knew that there were inhabitants on the Bermuda Triangle."

"The Bermuda Triangle is what we know this place as. But as for them, they know it as the remains of Atlantis." Sarah said. Otto looked at her, shocked.

"Welcome, newcomers." One young female woman said. "I am Jane, Queen of Atlantis."

Sarah bowed. "I trust you remember me, Jane. I am Sarah."

The Queen nodded. "I do. Welcome home, my niece."

"Niece?" Otto echoed.

"Yes, she went away on an exploration journey about twenty years ago. She graduated from a college and—"

"Became my student, my apprentice and…" Otto hesitated to continue. He looked over at Sarah for assurance. She nodded. "…and the woman I love."

Jane raised her eyebrows at Sarah, who responded with a serene nod.

"Well, it is good to hear that Sarah fell in love at all. We tried and tried to find a suitor for her, but she turned down each one." Jane said. She smiled warmly. "Come, you must be tired from this long journey."

Sarah smiled and sighed. She and Otto were finally home where no one would ever find them again. They had found their peace.


End file.
